REGISTRATION RIGHTS AGREEMENT
Exhibit
4.3
This
Registration Rights Agreement is entered into as of the 22nd
day of
December 2004 (the “Agreement”),
by
and between NaturalNano, Inc., a Delaware corporation (the “Company”),
and
Technology Innovations, LLC, a limited liability company (the “Purchaser“).
WITNESSETH
:
WHEREAS,
the
Company has offered and sold to Purchaser (the “Offering”)
an
aggregate of 10,000,000 shares of the Company’s common stock, par value $.001
per share (the “Common
Stock”);
and
WHEREAS,
in
connection with the Offering and as a condition thereto, the Company will
provide to Purchaser certain limited “piggy-back” registration rights related to
the Common Stock and as set forth in this Agreement.
NOW, THEREFORE,
in
consideration of the foregoing premises and the mutual covenants and agreements
hereinafter contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, intending to be
legally bound, the parties hereto hereby agree as follows:
1. Registration
Rights.
The
Company, currently a privately owned corporation, intends to use its reasonable
best efforts to effect a transaction whereby the Company will become a publicly
owned corporation, either by facilitating an initial public offering, merging
with or being acquired by an existing public company, or by other similar and
satisfactory means. At such time as the Company becomes a public company, it
will use its reasonable best efforts to cause to be prepared and filed with
the
Securities and Exchange Commission (“SEC”),
a
registration statement on an appropriate form (the “Registration
Statement”)
that
is available pursuant to the Securities Act of 1933, as amended (the
Securities
Act”),
that
will register the Common Stock and permit the offer and re-sale from time to
time of such Common Stock in accordance with the applicable laws, rules and
regulations promulgated under the Securities Act. The Company will also use
its
reasonable best efforts to cause the Registration Statement to become effective
as promptly as reasonably practicable thereafter, and to keep the Registration
Statement continuously effective for a period of one year after the Registration
Statement first becomes effective.
(a) No
Firm Commitment. The rights granted hereunder to Purchaser are not intended
to
be guaranteed and nothing herein is to be construed as the Company making a
firm
commitment to file, or cause to be filed with the SEC, a Registration Statement
related to the Common Stock at any time in the future.
(b) Limitations.
The
registration rights granted hereunder are limited in that the Company will
use
its reasonable best efforts to file a Registration Statement for the Common
Stock, or in the event the Company or a successor files a registration statement
under the Securities Act for the public sale of its securities, Purchasers
will
have the limited right to include, or “piggyback” the shares, or a portion
thereof, of the Common Stock in the Registration Statement. However, any
investment banker and/or underwriter of any such public offering may severely
restrict or completely negate the ability of Purchasers to include their shares
in any such Registration Statement and public offering. Thus, the right to
piggyback shares into a Registration Statement will be subject to and contingent
upon approval by such investment banker and/or underwriter.
(c) Reasonable
Efforts.
The
Company will use all reasonable best efforts to cause the managing underwriter
or underwriters of a proposed underwritten offering to permit the Common Stock,
or a portion thereof, to be included in a piggy-back Registration Statement,
which will be included on the same terms and conditions as any similar
securities of the Company or its successor or any other security holder included
therein, and to permit the sale or other disposition of such Common Stock in
accordance with the intended method of distribution thereof.
(d) Priority
in Registrations.
If a
piggy-back Registration Statement is an underwritten primary registration on
behalf of the Company or a successor, and the managing underwriters advise
the
Company or the successor in writing that in their opinion the number of shares
of Common Stock requested to be included on a secondary basis in such
registration exceeds the number which can be sold in such offering without
materially and adversely affecting the marketability of such primary or
secondary offering, then the Company or successor will have the right to limit
the number of shares of Common Stock to be included in the Registration
Statement.
-2-
2.
Registration
Expenses.
All
expenses incident to the Company’s performance of or compliance with this
Agreement including, without limitation, all registration and filing fees,
costs
and expenses of compliance with securities or blue sky laws, printing expenses,
messenger and delivery expenses, and fees and disbursements of counsel for
the
Company and all independent certified public accountants, underwriters
(excluding discounts and commissions, which will be paid by the sellers of
the
Common Stock) and other persons retained in connection with the Registration
Statement, will be borne by the Company or its successor, and the Company or
its
successor will pay its internal expenses (including, without limitation, all
salaries and expenses of its employees performing legal or accounting duties),
the expense of any annual audit or quarterly review, the expense of any
liability insurance and the expenses and fees for listing the securities to
be
registered on each securities exchange on which similar securities issued by
the
Company are then listed or on the OTC Bulletin Board or other trading system.
3. Transfer
of Registration Rights.
The
rights granted to the Purchaser under this Agreement may be transferred and/or
assigned to another party or entity, provided
that
nothing contained herein shall be deemed to permit an assignment, transfer
or
disposition of the Common Stock in violation of this Agreement or any applicable
law. Any transferee to whom rights under this Agreement are transferred will,
as
a condition to such transfer, deliver to the Company a written instrument by
which such transferee agrees to be bound by the obligations imposed upon the
Purchaser under this Agreement to the same extent as if such transferee were
a
Purchaser hereunder.
4. Change
of Control.
In the
event the Company enters into a transaction that results in a change of control
of the Company, or whereby the Company is acquired by or merges with another
entity that is deemed a public company, then the Company will transfer all
of
its obligations, rights and duties set forth herein to such other controlling
party or entity.
5. Recapitalizations,
Exchanges, etc.
The
provisions of this Agreement shall apply to the full extent set forth herein
with respect to any and all securities into which the Common Stock may be
converted, exchanged or substituted in any recapitalization or other capital
reorganization by the Company or any successor, and any and all equity
securities of the Company or any successor or assign of the Company (whether
by
merger, consolidation, sale of assets or otherwise) which may be issued in
respect of, in conversion of, in exchange for or in substitution of, the Common
Stock and will be appropriately adjusted for any stock dividends, splits,
reverse splits, combinations, recapitalizations and the like occurring after
the
date hereof. The Company shall cause any successor or assign (whether by merger,
consolidation, sale of assets or otherwise) to enter into a new registration
rights agreement with the Purchaser on terms substantially the same as this
Agreement as a condition of any such transaction.
6. No
Inconsistent Agreements.
The
Company has not and shall not enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Purchaser in
this
Agreement or grant any additional registration rights to any person or with
respect to any securities that are prior in right to or inconsistent with the
rights granted in this Agreement.
7. Amendments
and Waivers.
The
provisions of this Agreement may be amended and the Company may take action
herein prohibited, or omit to perform any act herein required to be performed
by
it, if, but only if, the Company has obtained the written consent of Purchaser
8. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in
such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
9. Counterparts.
This
Agreement may be executed in one or more counterparts each of which shall be
deemed an original, but all of which together shall constitute one and the
same
instrument.
-3-
10. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York, without regard to the conflicts of laws rules or
provisions.
11. Successors
and Assigns; Third Party Beneficiaries.
This
Agreement and all of the provisions hereof shall be binding upon and inure
to
the benefit of the parties hereto, each subsequent holder of the Common Stock
and their respective successors and assigns and executors , administrators
and
heirs. Holders of the Common Stock are intended third party beneficiaries of
this Agreement and this Agreement may be enforced by such holders.
12. Entire
Agreement.
This
Agreement sets forth the entire agreement and understanding between the parties
as to the subject matter hereof and merges and supersedes all prior discussions,
agreements and understandings of any and every nature among them.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Registration Rights Agreement to be duly
executed as of the date and year first written above.
|
|
|
|
|
|
NATURALNANO,
INC.
|
|
|
|
|
|
|
|
By:
|
/s/
Xxxxxxx X. Xxxxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxxxx
|
|
|
Title: President
|
|
|
|
|
|
|
|
TECHNOLOGY
INNOVATIONS, LLC.
|
|
|
|
|
|
|
|
By:
|
/s/ Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
|
|
|
Title:
Manager
|
|
